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    Seasons greetings!

    Christmas Eve is upon us, signalling both the end of the work year for many (including me) and, importantly, one of the most significant days on the Christian calendar. 
    Before stepping away from my desk and client projects for a few days, I want to express gratitude to the thousands of people around the world who sought advice, attended courses, listened to talks or asked questions during 2016. Thanks also to an anonymous readership: the website received over 382,000 page views (double last year)—a level of interest beyond my wildest imagination. I count it a great privilege to have had the opportunity to serve so many boards and directors. Thank you for your encouragement and support.
    Looking to 2017, my commitment to serve boards and directors intent on realising the performance of the companies they govern is strong. To this end, if you have a question or a request, please let me know and I'll respond in the first few days of 2017. In the meantime, my best wishes to you and your family. Kia kaha.
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    On corporate governance: The importance of a common understanding

    Corporate governance—the concept and the practice—has been the subject of much debate over the past two or three decades, especially as researchers, shareholders and the public have sought to make sense of the extent and meaning of the term and the appropriate role of the board.
    A cacophony of ideas and understandings have now pervaded our academies and directors' institutes (including that the scope of corporate governance extends well beyond the boardroom to include the whole of the organisation). As a concequence, the appropriate role of the board is not clear. Is it one of oversight and control, or is the pursuit of performance more important? The answer to this question is dependent on one other: What exactly is corporate governance? Many directors have become confused about these questions and, as a result, the appropriate role and contribution of the board.
    Thankfully, a straightforward answer is at hand.
    The term 'corporate governance' was coined just 56 years ago by Richard Eells, an academic. He used the term to describe "the structure and functioning of the corporate polity" (the board of directors). Sir Adrian Cadbury added that corporate governance is "the means by which companies are directed and controlled". In other words, corporate governance is an overarching term to encapsulate what boards (should) do as corporate goals are pursued. Corporate governance frameworks (such as those proposed by Tricker and Garratt) provide the underlying detail: they describe how the board should steer and guide the company it is responsible for governing. 
    Directors expecting to make effective contributions in 2017 and beyond would be well-advised to consider this what–how distinction very carefully: a common (and agreed) understanding is crucial if the board is to work harmoniously and decision-making is to be effective.
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    GIAconf'16: Day One (continued)

    This is the second update of several to summarise observations from the 33rd Governance Institute of Australia National Conference being held in Sydney this week. You can read the first update (opening session) here. This update includes observations from the late morning and early afternoon sessions.
    The question explored by the panel in the late morning session was "Creating a safe harbour: Beyond the business judgement rule". Judith Fox (GIA Policy Director), Prof. Pamela Hanrahan (UNSW Business School) and John Stanhope (Chairman, Australia Post) discussed proposed changes to company law (safe harbour provisions). The panel noted that the establishment of a 'safe harbour' clause might lead to inappropriate incentives for directors and executives. Whether this possibility is any better or worse than the current situation (of boards providing little if any guidance in their forward looking statements) was discussed at length. The question was not resolved explicitly. However, the panel did agree that it is reasonable to expect boards to provide shareholders with 'fair' and 'reasonable' guidance' to indicate strategic intent, so that shareholders could make informed decisions about their ongoing interest in holding shares and director selections.
    The early afternoon session spoke to emerging trends that directors and boards need to be aware of if they are to contribute meaningfully to the future performance of the company. Specifically, the topics were the Internet of Things and Innovation. Mike Briers grabbed the audience's attention by demonstrating how pervasive the IoT phenomenon is becoming: the level of connectedness and quantity of data generated as a result of millions of connected devices is expected to dwarf every other sector of commerce and life except, perhaps, astronomy. The challenge that IoT presents for boards relates entirely to strategy. How can or should boards respond to the ever advancing wave of technological innovations? What impact might any of these innovations have on current business models and markets? Boards need to create space in their meetings (and perhaps add meetings to the calendar) to grapple with these questions directly. Briers suggested that the rate of innovation is occurring at such a pace and complexity that boards and executives will struggle to understand, let alone respond well. Therefore, boards need to seek symbiotic relationships with other companies and experts. Collaboration is no longer an option. Companies should also prioritise investments in 'complex integration solutions' over behemoth systems. Amongst the turmoil, one thing was clear: if companies are not actively investigating emerging trends and technologies including the Internet of Things (amongst others) they risk becoming irrelevant to their current and future customers.
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    Crafting an organisation with purpose

    Earlier this year (September), I had the privilege of attending the Organisations with Purpose conference, an event that sought to address questions about why organisations exist—their reason for being. The two-day event, which was jointly organised by London Business School and Blueprint for Better Business, was well-attended by some leading academic thinkers and, significantly, a few influential business leaders as well. 
    An overriding theme pervaded the conference: Companies with a single, clearly defined and communicated purpose tend to perform better than those that do not. To hear others summarising evidence-based research and case studies on a topic that I've been interested in for some years was great. It filled in several gaps in my understanding. A summary of the conference proceedings is now available. I commend them to you.
    The high point of the conference was the Blueprint for Better Business framework, a model to guide decision-making in purpose-driven businesses. It was compelling, to the extent that I've registered to attend a two-day immersion workshop, ahead of introducing the framework to companies in Australasia from early 2017. 
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    GIA conference and more: Serving boards in Sydney

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    The Governance Institute of Australia's national conference starts on Sunday 27 November at the Hilton Hotel in the Sydney CBD. I'll be at the conference on 28–29 Nov(*) to listen to what looks like a great lineup of speakers, and to serve as a panelist on Tue 29. The panel topic is "The pursuit of productivity".
    If you're going to be at the GIA conference and want to say hello, please feel free to phone me or send an SMS. My number is here.
    Following the conference, I will remain in Sydney for two more days (Wed 30 Nov and Thu 1 Dec) for private meetings. If you would like to take advantage of my proximity to chat about corporate governance; board  effectiveness; corporate strategy; emerging trends and the findings from my recent research; or, any related matter of interest, I'd be delighted to make a time to meet. Please get in touch to set up a meeting. Currently, there are several gaps in my diary including dinner on Wed 30 Now and breakfast on Thu 1 Dec.
    (*) Session summaries will be posted here throughout the conference. Please check back if you are interested.
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    On corporate governance, boardroom ethics and Brexit

    One of the joys of working internationally is the opportunities it presents to discuss topics in a range of different contexts. While most of these discussions are either private (with clients) or rather impersonal (conference presentations), some are recorded for the benefit of a wider audience—including this recent conversation with Lavaniya Das of Azeus Convene. We talked about corporate governance, boardroom ethics and how the C-suite is dealing with Brexit:
    If you want to explore any of the points discussed in this interview, or challenge them, please feel free to either reply below or get in touch via email.